LifeCo LLC Amends 13D Filing for Life Time Group Holdings

TL;DR

LifeCo LLC just updated its 13D filing for LTH. Big changes might be coming.

AI Summary

On October 25, 2024, LifeCo LLC filed an amendment to its Schedule 13D, reporting a change in its beneficial ownership of Life Time Group Holdings, Inc. The filing indicates a shift in control or investment strategy for LifeCo LLC concerning its holdings in the company.

Why It Matters

This amendment signals a potential change in the ownership structure or strategic intentions of a significant holder in Life Time Group Holdings, Inc., which could impact the stock's future performance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in a major shareholder's stake or intentions, which can introduce volatility.

Key Players & Entities

• LifeCo LLC (company) — Filing person
• Life Time Group Holdings, Inc. (company) — Subject company
• Alec Anderson (person) — Person authorized to receive notices

FAQ

Key Financial Figures

• $0.01 — dquo;) and relates to the common stock, $0.01 par value per share (the “ Common
• $206 million — for an aggregate price of approximately $206 million. On October 12, 2021, each share of su
• $18.00 — onal 600,000 shares of Common Stock for $18.00 per share. The funds required for the

Filing Documents

• ea0219098-13da1lifeco_life.htm (SC 13D/A) — 85KB
• ea021909801ex99-1_life.htm (EX-1) — 4KB
• 0001213900-24-091875.txt ( ) — 91KB

Security and Issuer

Item 1. Security and Issuer. This Amendment No. 1 amends, supplements and restates in its entirety the Schedule 13D filed on October 22, 2021 (as amended, the “ Schedule 13D ”) and relates to the common stock, $0.01 par value per share (the “ Common Stock ”), of Life Time Group Holdings, Inc. (the “ Issuer ”). The address of the principal executive offices of the Issuer is 2902 Corporate Place, Chanhassen, Minnesota 55317.

Identity and Background

Item 2. Identity and Background.

is hereby amended and restated in its entirety

Item 2 is hereby amended and restated in its entirety as follows: (a) – (c) This Schedule 13D is being filed by LifeCo LLC, a limited liability company formed under the laws of Bermuda (“ LifeCo ”), and Aguila Ltd., an exempted company incorporated under the laws of Bermuda (“ Aguila ” and together with LifeCo, the “ Reporting Persons ”). The Reporting Persons have entered into a Joint Filing Agreement, attached hereto as Exhibit 1. Aguila is the managing member of LifeCo LLC (having replaced LifeCo PTC Ltd., the former managing member, as of October 25, 2024). The principal business address of LifeCo is 5 Waterloo Lane, Unit 5A, Pembroke HM08, Bermuda. The principal business address of Aguila is 5 Waterloo Lane, Unit 5A, Pembroke HM08, Bermuda. The principal business of LifeCo is investing in and financing securities. The principal business of Aguila is to serve as a holding company for subsidiaries engaged in the investment of securities. Attached as Annex A hereto and incorporated herein by reference is a list containing the (a) name, (b) residence or business address, (c) present principal occupation or employment and the name, principal business address of any corporation or other organization in which such employment is conducted, and (d) citizenship, in each case of each director and executive officer of the Reporting Persons, as applicable. By virtue of the agreements made pursuant to the Stockholders Agreement (as defined below), certain affiliates of Leonard Green & Partners, L.P. (“ LGP ”), TPG Global, LLC (“ TPG ”), LNK Partners (“ LNK ”), MSD Capital, L.P., MSD Partners, L.P. (“ MSD ” and, together with MSD Capital, L.P., “ MSD Investors ”), the Reporting Persons, Partners Group (USA) Inc. (“ PG ”), Teacher Retirement System of Texas, JSS LTF Holdings Limited, SLT Investors, LLC and Bahram Akradi (collectively, the “ Votin

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. Prior to the Issuer’s initial public offering (the “ IPO ”), LifeCo acquired 8,000,000 shares of the Issuer’s Common Stock and 326,477 shares of the Issuer’s Series A preferred stock for an aggregate price of approximately $206 million. On October 12, 2021, each share of such Series A preferred stock automatically converted into 402,099 shares of Common Stock of the Issuer upon the closing of the Issuer’s IPO for no additional consideration in accordance with the certificate of designations pertaining to such Series A preferred stock. At the closing of the IPO on October 12, 2021, LifeCo purchased an additional 600,000 shares of Common Stock for $18.00 per share. The funds required for the above purchases by LifeCo were provided through equity contributions from its equity holders.

Purpose of Transaction

Item 4. Purpose of Transaction. Stockholders Agreement In connection with the Issuer’s IPO, the Issuer entered into an amended and restated stockholders’ agreement, dated October 6, 2021 (the “ Stockholders Agreement ”), with the Voting Group members and certain other stockholders of the Issuer. Pursuant to the Stockholders Agreement, each Voting Group member was granted director nomination rights, agreed to vote all outstanding shares held by such Voting Group member in favor of each other’s nominees and agreed to certain limitations on their ability to sell or transfer any shares of Common Stock for 18 months following the IPO. Pursuant to the Stockholders Agreement: so long as TPG (i) has not, following the consummation of the IPO, sold shares of Common Stock, through one or more transactions, resulting in TPG receiving aggregate gross proceeds in an amount at least equal to its initial investment in the Issuer (the “ TPG Initial Investment Sell-Down ”), TPG will be entitled to nominate three directors, (ii) has effected the TPG Initial Investment Sell-Down, but still beneficially owns shares of Common Stock greater than or equal to 15% of the then outstanding shares of Common Stock, TPG will be entitled to nominate two directors, (iii) beneficially owns less than 15%, but greater than or equal to 10% of the then outstanding shares of Common Stock, TPG will be entitled to nominate one director and (iv) owns less than 10% of the then outstanding shares of Common Stock, TPG will not be entitled to nominate a director; so long as LGP (i) has not, following the consummation of the IPO, sold shares of Common Stock, through one or more transactions, resulting in LGP receiving aggregate gross proceeds in an amount at least equal to its initial investment in the Issuer (the “ LGP Initial Investment Sell-Down ”), LGP will be entitled to nominate three directors, (ii) has effected the LGP Initial Investment Sell-

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

is hereby amended and restated in its entirety

Item 5 is hereby amended and restated in its entirety as follows: (a) – (b) Calculations of the percentage of beneficial ownership are based on a total of 205,051,970 shares of Common Stock issued and outstanding as of the closing of the Issuer’s 2024 offering of shares of Common Stock, as reported in the Prospectus Supplement filed by the Issuer with the Commission on August 12, 2024. The aggregate number and percentage of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. LifeCo is the direct holder of 9,002,099 shares of Common Stock that represent 4.4% of the Common Stock issued and outstanding. Aguila Ltd. replaced LifeCo PTC Ltd. as the managing member of LifeCo on October 25, 2024 and, as LifeCo’s managing member, may be deemed to be the beneficial owner of the Common Stock owned directly by LifeCo. None of the individuals identified on Annex A beneficially owns any Common Stock. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than LifeCo to the extent of its direct holdings in the securities reported on this Schedule 13D) is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended. In addition, as discussed in Item 2 above, by virtue of the agreements made pursuant to the Stockholders Agreement, the Voting Group members may be deemed to be acting as a group for purposes of Rule 13d-3 under the Exchange Act. Shares benefici

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

above summarizes certain provisions

Item 4 above summarizes certain provisions of the Stockholders Agreement and is incorporated herein by reference. A copy of the agreement is attached as an exhibit hereto and incorporated herein by reference. Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. 6

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits Exhibit Number* Description 1 Joint Filing Agreement, dated October 29, 2024, among the Reporting Persons 2 Third Amended and Restated Stockholders Agreement (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 12, 2021). 7

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: October 29, 2024 LIFECO LLC By: /s/ Alec Anderson Name: Alec Anderson Title: Director of Aguila Ltd., as Manager AGUILA LTD. By: /s/ Alec Anderson Name: Alec Anderson Title: Director 8 ANNEX A The directors and executive officers of each of LifeCo LLC and Aguila are as follows: LifeCo LLC: Name / First Name Principal Occupation

Business

Aguila Ltd. Managing Member 5 Waterloo Lane, Unit 5A, Pembroke, Bermuda HM08 Bermudian Aguila Ltd: Name / First Name Principal Occupation Alec R. Anderson Trustee Director, Quadrant Advisors Ltd. 5 Waterloo Lane, Unit 5A, Pembroke, Bermuda HM08 Bermudian, UK Citizen Alejandro Santo Domingo Investment Executive, Quadrant Capital Advisors, Inc. 499 Park Avenue New York, N.Y. 10022 United States of America USA USA Carlos Alejandro Pérez Dávila Investment Executive, Quadrant Capital Advisors, Inc. 499 Park Avenue New York, N.Y. 10022 United States of America USA USA Edward Rance Lawyer, Conyers Dill & Pearman Limited Clarendon House 2 Church Street Hamilton HM11 Bermuda Bermudian Craig W. MacIntyre Lawyer, Conyers Dill & Pearman Limited Richmond House 12 Par-La-Ville Road Hamilton HM08 Bermuda Bermudian 9

View Full Filing

View this SC 13D/A filing on SEC EDGAR